March 17, Compass (300803. SZ) announced that it would invest1500 million yuan in the restructuring investment fund to pay off the debts of Netcom Securities and obtain 0/00% equity of the restructured Netcom Securities.
For the purpose of this reorganization, Compass said that it would "further improve the business layout, enhance the core competitiveness of listed companies" and "acquire high-quality assets and resolve financial risks".
However, at present, the relevant procedures of restructuring have not been completed, including the need to complete the voting on the draft restructuring plan at the second creditors' meeting of Netcom Securities, which involves the procedure that the adjustment of the original investors' rights and interests of Netcom Securities should be voted by investor groups; And the CSRC's approval of the qualification of controlling shareholders of listed companies.
In the industry's view, if this transaction is concluded, Netcom Securities will also become the second A-share company to cut into the securities business with financial information business after Oriental Fortune (300059). SZ), so the industry also has the expectation of "small east wealth". On the other hand, Compass's previous business focused on financial information services, and how to play a synergistic role is still a big challenge for Compass.
The bankruptcy reorganization case of Netcom Securities has finally made further progress.
On July 6th, 20021year, Shenyang Intermediate People's Court ruled to accept the case of bankruptcy and reorganization of Netcom Securities. On July 28th, 20021year, Guo Hao Law Firm and Deheng Law Firm jointly served as managers of Netcom Securities. In September 200212002, a number of companies signed up to participate in the recruitment and selection of investors in the bankruptcy reorganization of Netcom Securities.
After a market-oriented selection process, Compass was finally identified as a restructuring investor on February 10, 2022.
Compass released the draft reorganization plan on March 17 after listening to the opinions of all parties. The original shareholders of Netcom Securities-United Venture Group Co., Ltd., Shenyang Shengjing Jinkong Investment Group Co., Ltd. and Shenyang Hengxin Leasing Co., Ltd. adjusted their rights and interests in Netcom Securities to zero. Compass, as the reorganization investor, will contribute 1500 million yuan to pay off the debt of Netcom Securities, and obtain the restructured Netcom Securities15.
Compass said: "The above pricing comprehensively considers the operating conditions of the target company, business cooperation with listed companies, complementary resources and other factors."
In fact, the pricing of 65.438+0.5 billion yuan has become the result of the game between creditors and investors.
On the one hand, this 65.438+0.5 billion yuan is not enough to pay off all creditor's rights. As of 200211February 3 1 day, Shenyang Intermediate People's Court confirmed that the debt scale of Netcom Securities was 4 1.99 billion yuan. However, according to the reorganization plan, the outstanding creditor's rights after repayment will no longer be liable for repayment.
In other words, if the restructuring of Netcom Securities is successful, its debt dilemma will be solved.
On the other hand, this1500 million yuan is also higher than the evaluation price.
According to the appraisal report and valuation report issued by the appraisal agency, assuming that the bankruptcy reorganization has been completed without considering the empowerment (synergy effect) of future guidelines, the appraisal value of the equity of Netcom Securities1,12,31is 679 million yuan as of 202 1; The valuation result of 100% equity is18.23 million yuan after considering the empowerment (synergistic effect) of future guidance to Netcom Securities.
The transaction price of 65.438+0.5 billion yuan is 654.38+0.2038+0% different from the evaluation value of Netcom Securities before considering the synergy effect. The valuation result considering the synergistic effect is 17.73% discount rate.
This means that Compass may win the securities license at a price lower than 20% of its fair value if this transaction is concluded.
It is uncertain whether the deal can be finally reached.
"According to this reorganization plan, it will still cause certain losses to ordinary creditors, and there may be uncertainty whether creditors can agree to this plan in the end." A bond market person pointed out.
Even if a deal is finally reached, the future challenges of compass are still not small.
First of all, the compass does not meet the qualification requirements of the CSRC for the controlling shareholders of comprehensive securities companies. Therefore, under the control of the compass, Netcom Securities, as a professional brokerage firm, can only engage in traditional brokerage business, such as brokerage and consulting.
According to the "Regulations on Equity Management of Securities Companies", the major shareholders of professional securities firms require a net asset of not less than 50 million yuan; The main shareholders of comprehensive securities firms require total assets of not less than 50 billion yuan and net assets of not less than 20 billion yuan;
Wind data shows that as of 202 1, 65438+2, 3 1, the total assets and net assets (owner's equity) of compass are 2.046 billion yuan and 1.282 billion yuan respectively.
"After the successful restructuring of Netcom Securities, it is very likely that it will apply for renaming first. In addition, it may be difficult for shareholders to meet the requirements of comprehensive brokers, which will further shrink the license function of Netcom Securities. " An analyst of a non-bank brokerage in Beijing pointed out, "But it does not rule out that after winning the online letter, it will find more strategic investors to enter and strengthen its capital strength."
Compass is also difficult to cooperate with Netcom Securities in the future.
On the one hand, the business sector of Compass is divided into financial information services, advertising services and insurance brokers, of which more than 90% of the income comes from financial information services.
According to the announcement, from 20 19 to 20021year, the financial information service income of Compass was 576 million yuan, 622 million yuan and 859 million yuan respectively, accounting for 92.46%, 89.79% and 92.08% of the current income respectively.
In terms of brokerage channels, the compass does not have much layout, and the income from insurance brokerage business accounts for less than 1% of the current income.
From 20 18 to 2020, the income of compass insurance brokerage business will be 748,800 yuan, 865,900 yuan and 463,200 yuan respectively, with no obvious growth.
How a compass with a traffic port can turn users into customers of Internet securities may need more efforts, but this does not hinder the industry's expectation of "Xiaodong Wealth".
In fact, after winning the brokerage license of Tongxin Securities, Oriental Fortune also transformed into an Internet brokerage. The annual report shows that in 20021year, the income and net profit of Oriental Wealth returned to the mother reached 65.438+03.094 billion yuan and 8.553 billion yuan respectively, of which more than half of the income came from securities services, and the income generated reached 7.687 billion yuan.
The market is waiting to see if the compass can replicate the growth momentum of eastern wealth.